XBRL/Interactive Data File Submissions Frequently Asked Questions

June 2010

Contents XBRL/Interactive Data File Submissions — Frequently Asked Questions i

Topic 1 — XBRL Background 1

XBRL Q&A: 1-1 Interactive Data and Interactive Data Files

How does the SEC define “interactive data,” and what is an interactive data file?

XBRL Q&A: 1-2 Using XBRL Tags How does XBRL make data interactive?

XBRL Q&A: 1-3 Information on XBRL Where can registrants find more information about XBRL, and who can they contact at Deloitte with their questions about XBRL?

Topic 2 — SEC Rules 5

XBRL Q&A: 2-1 Principal Provisions What are the principal provisions of the SEC rules?

XBRL Q&A: 2-2 Implementation Schedule What is the phase-in schedule for interactive data file submission requirements?

XBRL Q&A: 2-3 Registrants in the Second Phase-In Group

When must a registrant in the second phase-in group first submit an interactive data file to the SEC?

XBRL Q&A: 2-4 Public Float Determination How is public float calculated, and as of what date does the registrant calculate it to determine its phase-in group?

XBRL Q&A: 2-5 Voluntary Submissions Can a registrant submit an interactive data file before it is required to do so under the SEC rules?

XBRL Q&A: 2-6 Affected Filings Which filings are subject to the SEC rules?

XBRL Q&A: 2-7 Submission Due Date and Grace Periods

Under the SEC rules, when must the registrant submit the interactive data file to the SEC?

XBRL Q&A: 2-8 Use of the 30-Day Grace Period

If the registrant uses the 30-day grace period, does the registrant submit its interactive data file on an amended form (e.g., Form 10-Q/A or Form 10-K/A), or does it use Form 8-K?

XBRL Q&A: 2-9 Financial Statement Tagging Requirements

Under the SEC rules, what information must be tagged, and at what level of detail must the notes to the financial statements and financial statement schedules be tagged in the first year and subsequent years?

XBRL Q&A: 2-10 Detailed Tagging Implementation Date

Does the first year of block tagging of notes and schedules run a year from the date of adoption, or would a registrant need to start tagging its notes and schedules in detail for its first quarter in the next fiscal year (i.e., March 31, 2010, for a calendar-year-end registrant if the initial implementation date was June 30, 2009)?

XBRL Q&A: 2-11 Interactive Data File Viewer Is the registrant responsible for providing an interactive data file “viewer” on the registrant’s Web site so that users can read the data?

XBRL Q&A: 2-12 Accuracy of Interactive Data File

What is the responsibility of the registrant for the accuracy of the interactive data file?

XBRL Q&A: 2-13 Registrant Liability What liability does a registrant have with respect to its interactive data file submissions?

XBRL Q&A: 2-14 Officer Certification Implications

Are there any officer certification implications under the SEC rules?

XBRL Q&A: 2-15 Assurance Requirements Are there any assurance requirements under the SEC rules?

Contents

As used in this document, "Deloitte" means Deloitte & Touche LLP, a subsidiary of Deloitte LLP. Please see www.deloitte.com/us/about for a detailed description of the legal structure of Deloitte LLP and its subsidiaries.

ii XBRL/Interactive Data File Submissions — Frequently Asked Questions Contents

Topic 2 — SEC Rules (continued)

XBRL Q&A: 2-16 Mutual Funds Do the SEC rules apply to mutual funds?

XBRL Q&A: 2-17 Effect of a Rule 12b-25 Extension on an Interactive Data File’s Due Date

Can a registrant use Exchange Act Rule 12b-25 to extend the due date for submitting or posting its interactive data file?

XBRL Q&A: 2-18 Applicability to Filings That Include Financial Statements of More Than One Entity That Is Required to Provide an Interactive Data File

If a single filing contains the financial statements of multiple registrants that are required to submit an interactive data file, must the interactive data file submitted with that filing include the data for all registrants to which the requirement to submit an interactive data file applies?

XBRL Q&A: 2-19 Whether Interactive Data File Errors Can Trigger a Form 8-K Reporting Requirement

Does a registrant’s discovery of a material error in its interactive data file submission trigger a reporting requirement under Item 4.02(a) of Form 8-K if the financial statements on which the submission is based are error-free?

XBRL Q&A: 2-20 Applicability to IPOs Is an entity required to provide an interactive data file in its initial public offering (IPO) filing?

XBRL Q&A: 2-21 Must a Rendered Interactive Data File Mirror the Traditional Financial Statements?

Must the rendered image of a registrant’s interactive data file displayed by a viewer on the SEC’s Web site be identical to the traditionally formatted financial statements?

XBRL Q&A: 2-22 Phase-In Example for New Registrants

How should a new registrant determine when it must adopt the SEC rules?

XBRL Q&A: 2-23 Filing Cover Sheets — When to Select the “Yes” Box

When should a registrant first begin to select the “Yes” box in its periodic filings to indicate compliance with interactive data file submission requirements?

XBRL Q&A: 2-24 Determining Which CIK to Tag in a Filing for Two Dual-Listed Companies

Which dual-listed company’s CIK should be tagged with the CIK element for this submission?

XBRL Q&A: 2-25 Use of the “Amendment Flag” Element

When should the “Amendment Flag” element from the "Document and Company Information" taxonomy be set to “True” for an interactive data file submission?

XBRL Q&A: 2-26 Voluntary Submission of Interactive Data for Other Financial Statements in a Form 8-K or Form 6-K Filing

If a registrant is required to submit an interactive data file with financial statements filed on a Form 8-K or Form 6-K (refer to XBRL Q&A: 2-6), may it also voluntarily provide interactive data for other registrant financial statements in the filing for which interactive data is not required to be submitted?

XBRL Q&A: 2-27 Submission of an Interactive Data File on a Form 8-K or Form 6-K

May a registrant use a Form 8-K or Form 6-K to submit an interactive data file for financial statements included in a filing on a form other than a Form 8-K or Form 6-K?

XBRL Q&A: 2-28 Selected Financial Data Must selected financial data be tagged as part of the registrant’s interactive data file submission?

Contents XBRL/Interactive Data File Submissions — Frequently Asked Questions iii

Topic 3 — Implementation of the SEC Rules 24

XBRL Q&A: 3-1 Preparation for Implementation

What steps can a registrant take to prepare to implement the SEC rules?

XBRL Q&A: 3-2 Preparation Options for Interactive Data File Submissions

What options for preparing interactive data file submissions are available to a registrant?

XBRL Q&A: 3-3 Assessing Readiness How can a registrant gauge its readiness to implement the SEC rules?

XBRL Q&A: 3-4 Unique Financial Statement Line Items

Will a registrant that reports a financial statement line item that is unique to it (i.e., other entities would not use this line item) be required to use one of the predefined tags in the taxonomy?

XBRL Q&A: 3-5 Extensions and Comparability

Will a registrant’s extension of the taxonomy defeat the purpose of achieving comparability between entities?

XBRL Q&A: 3-6 Restatements/Reclassifications

How will restatements of financial data or reclassifications affect previous data tagging?

XBRL Q&A: 3-7 Common Mistakes and Best Practices

What “mistakes” are commonly made by preparers, and is any “best practices” guidance available?

XBRL Q&A: 3-8 Effect on Conventional Financial Statements

Will conventional financial statements be replaced by interactive data files in SEC filings?

XBRL Q&A: 3-9 Anticipated Costs What costs are registrants expected to incur in preparing their interactive data files for submission to the SEC?

XBRL Q&A: 3-10 Official Filing Which is the official filing — the interactive data file or the traditional filing?

XBRL Q&A: 3-11 IFRSs and XBRL How will the adoption of IFRSs affect XBRL?

XBRL Q&A: 3-12 Tagging of MD&A and Other Disclosures

Will the SEC require tagging of Management’s Discussion and Analysis (MD&A), executive compensation, and other sections of Forms 10-Q and 10-K?

XBRL Q&A: 3-13 Subsequent Events During Grace Period

Does a registrant’s use of its 30-day grace period create possible subsequent-event considerations related to submission of the interactive data file?

Topic 4 — Audit Implications 31

XBRL Q&A: 4-1 Role of External Auditor What is the role of the external auditor?

XBRL Q&A: 4-2 Tagging of Audit or Assurance Reports

Can the independent auditors’ report on the financial statements, or an assurance report on an interactive data file submission that the registrant obtained voluntarily, be tagged?

XBRL Q&A: 4-3 Role of AICPA and PCAOB What is the role of the AICPA and PCAOB with respect to XBRL?

Glossary of XBRL Terms 33

Abbreviations 35

Table of contents

Topic 1 — XBRL Background XBRL/Interactive Data File Submissions — Frequently Asked Questions 1

In December 2008, the SEC adopted “Interactive Data to Improve Financial Reporting”1 (the “SEC rules”), establishing the SEC’s requirements for most registrants to provide financial statements and financial statement schedules in an XBRL format. The XBRL-formatted financial statements and financial statement schedules must be submitted as an exhibit (the “interactive data file”) to certain periodic filings, registration statements, and transition reports that contain financial reports. XBRL is the tool that registrants use to make their financial filings interactive and improve the ability of financial statement users to access and analyze financial data.

The requirement in the SEC rules for registrants to provide an interactive data file in certain filings that contain financial statements is phased in over three years. Under the phase-in, the largest registrants provided an interactive data file for periods ended on or after June 15, 2009. The level of detail required for the tagging of the notes to the financial statements and financial statement schedules is also phased in under the SEC rules. Note, however, that the phase-in groupings are not static; it is possible for a registrant to move between phase-in groups when its public float fluctuates, and this movement may affect its filing requirements.

The questions in Topic 2 address key provisions of the SEC rules. The questions in Topic 3 focus on implementation of the SEC rules.

Although the SEC rules do not include any type of audit or assurance requirement for the interactive data file, they do not prohibit a registrant from voluntarily obtaining some form of auditor assurance on the interactive data file. A registrant may engage a public accounting firm to perform an agreed-upon procedures engagement to help management evaluate the completeness, accuracy, and consistency of the registrant’s interactive data file submission. Refer to Topic 4 for questions on the audit implications of the interactive data file on a financial statement audit and the role of the AICPA and the PCAOB in XBRL reporting.

Certain terms associated with XBRL may be unfamiliar. Readers are encouraged to refer to the Glossary at the end of this document for definitions of key XBRL terms.

Interactive Data and Interactive Data Files

XBRL Q&A: 1-1 June 12, 2009

QuestionHow does the SEC define “interactive data,” and what is an interactive data file?

AnswerThe SEC’s Web site explains that “[i]nteractive data means giving investors quicker access to the information they want in a form that’s easily used; helping companies prepare the information more quickly and more accurately; and helping knowledge capital keep up with financial capital, as both flow more quickly around the world.” The SEC’s Web site further states:

[I]nteractive data allows the creation of documents that are machine-readable, so that computers can quickly extract the desired data. Think of every fact in an annual report, every number in an company's financial statements, as having a unique barcode that tells standard software what the item represents and how it relates to other items in the report. Interactive data “tags” all of the key facts in these large documents, so that software can instantaneously recognize them and serve them up to the investor.

Topic 1 — XBRL Background

1 Release Nos. 33-9006, 34-59391, 39-2462, and IC-28617. In May 2009, subsequent corrections were made in Release Nos. 33-9006A, 34-59391A, 39-2462A, and IC-28617A.

2 XBRL/Interactive Data File Submissions — Frequently Asked Questions Topic 1 — XBRL Background

In addition, the SEC’s Web site notes that with interactive data, investors can “immediately pull out exactly the information they want, and instantly compare it to the results of other companies, performance in past years, industry averages — however the investor wishes to slice and dice the data.”

The SEC rules require a registrant to submit an “interactive data file” as Exhibit 101 in certain filings (see XBRL Q&A: 2-6).

Regulation S-T (§232.11) states that the “term Interactive Data File means the machine-readable computer code that presents information in eXtensible Business Reporting Language (XBRL) electronic format pursuant to §232.405.” Note that although the term “interactive data file” (singular) is used throughout the SEC rules, an interactive data file submission is composed of multiple underlying computer files.

Using XBRL Tags

XBRL Q&A: 1-2 June 12, 2009

QuestionHow does XBRL make data interactive?

AnswerXBRL defines tags (analogous to “barcodes”) that can be associated with financial concepts. An XBRL “taxonomy” is the collection of XBRL tags that are available to registrants to “associate” with their financial data (i.e., if tags were words, then the taxonomy would be the dictionary). Registrants may use software offered by a number of vendors to facilitate their tagging process.

Here’s another way of looking at it. Assume a registrant has the following simple balance sheet:

Cash $ 100 Accounts payable $ 35

Accounts receivable 50 Short-term debt 100

Total current assets 150 Total current liabilities 135

Land 185 Long-term debt 200

Fixed assets 165 Equity 165

Total assets $ 500 Total liabilities and equity $ 500

To make this balance sheet interactive, the registrant will use software to associate an XBRL tag with each financial concept on the balance sheet. For example, the tag associated with the $100 “Cash” concept includes both the value $100 and its description “Cash.” Once a tag is associated with a concept, any XBRL-aware software is able to determine that the $100 amount represents the current asset “cash” and that the $100 amount is included in the subtotals for “Total current assets” and “Total assets.” The tag is also associated with (1) the currency in which the amount is being reported (e.g., the U.S. dollar or the euro) and (2) the related period in which the amount is being reported (e.g., as of December 31, 20X0).

Tags can also be associated with nonmonetary financial concepts. For example, under U.S. GAAP, disclosure of qualitative information in the notes to the financial statements is frequently required. The U.S. GAAP taxonomies contain tags that an entity can associate with blocks of text in the financial

Topic 1 — XBRL Background XBRL/Interactive Data File Submissions — Frequently Asked Questions 3

statements to delineate the required qualitative (i.e., nonmonetary) disclosures. The collection of XBRL tags forming the U.S. GAAP taxonomies has been designed to accommodate all amounts and disclosures that must be reported under U.S. GAAP (i.e., if a presentation or disclosure is required under U.S. GAAP, then there is a corresponding tag for that item in the taxonomies).

Information on XBRL

XBRL Q&A: 1-3 June 12, 2009 Updated June 8, 2010

QuestionWhere can registrants find more information about XBRL, and who can they contact at Deloitte with their questions about XBRL?

AnswerXBRL resources include the following:

Source Description Documents/Web Site Address

Deloitte Web sites

Deloitte’s online XBRL resources include newsletters available on Deloitte.com, Deloitte’s Center for Corporate Governance and on Technical Library: The Deloitte Accounting Research Tool.

Deloitte’s February 6, 2009, Heads Up on the SEC mandate

Moving to a Global Standard for Electronic Business Reporting

Deloitte’s December 4, 2009, Heads Up on lessons learned from reviewing the initial submissions of interactive data files

Deloitte’s “Top Nine Interactive Data File (XBRL) Filing and Tagging Errors”

SEC The SEC recently redesigned the interactive data section of its Web site to make its guidance more easily accessible. Resources on the site include:

• Interactivedatarulesandregulations.• BackgroundinformationonXBRLandinteractivedata.• Registrants’interactivedatafilesubmissions.• InterpretiveguidanceissuedbytheSECstaff,

including:o Office of Interactive Disclosure Interpretations and

FAQs.o Staff Observations From Review of Interactive Data

Financial Statements.o Division of Corporation Finance Compliance and

Disclosure Interpretations.• Othertechnicalguidance,including:

o EDGAR Filer Manual.o Taxonomies.o Interactive Data Previewer.

http://xbrl.sec.gov/

4 XBRL/Interactive Data File Submissions — Frequently Asked Questions Topic 1 — XBRL Background

Source Description Web Site Address

XBRL Inter-national

XBRL International is a nonprofit consortium that oversees the development of XBRL worldwide and promotes its use. The XBRL International Web site contains information on XBRL activities across the globe.

http://XBRL.org

XBRL US Inc.

XBRL US Inc. is the U.S. member jurisdiction of XBRL International and the developer of the U.S. GAAP taxonomies. The following information and resources are available on XBRL US Inc.’s Web site:

• ThelatestversionoftheU.S.GAAPtaxonomies.• XBRLUSGAAPTaxonomyPreparersGuide.• InformationandtrainingonXBRL.• AlistofXBRLproductsandservices,includingthird-

party service providers.

http://xbrl.us

IASB The latest version of the IFRS taxonomy and supporting documents are available on the IASB’s Web site.

http://www.iasb.org/xbrl

For information on XBRL-related matters and on XBRL-related services that Deloitte & Touche LLP can provide, please contact the following individuals:

• Tom Church (tchurch@deloitte.com), Global XBRL Leader, Deloitte & Touche LLP

• Yossef Newman (ynewman@deloitte.com), XBRL Global Project Director, Deloitte & Touche LLP

• Scott Rosenfelder (srosenfelder@deloitte.com), National AERS Technology and Knowledge Management, Deloitte & Touche LLP

Preparers are also encouraged to contact their audit partner.

Topic 2 — SEC Rules XBRL/Interactive Data File Submissions — Frequently Asked Questions 5

The Q&As in this section cover the requirements outlined in the SEC rules. They also incorporate guidance from relevant Compliance and Disclosure Interpretations that have been issued by the staff of the SEC’s Division of Corporation Finance.

Principal Provisions

XBRL Q&A: 2-1 June 12, 2009

QuestionWhat are the principal provisions of the SEC rules?

AnswerThe SEC rules require the following:

• Phasinginofinteractivedatafilesubmissionrequirementsformostregistrantsoverathree-yearperiod.

• SubmissionofaninteractivedatafileasanexhibittocertainSECfilings.

• Postingofinteractivedatafilesontheregistrant’scorporateWebsitefor12months.

• Taggingoffinancialstatements,includingnotestofinancialstatements,andcertainrequiredfinancial statement schedules. The requirement for detailed tagging of the notes to the financial statements and financial statement schedules is phased in.

The SEC rules also address liability and certification considerations associated with interactive data file submissions.

Implementation Schedule

XBRL Q&A: 2-2 June 12, 2009 Updated June 8, 2010

QuestionWhat is the phase-in schedule for interactive data file submission requirements?

AnswerThe SEC rules indicate that the phase-in covers registrants reporting under either U.S. GAAP or IFRSs, as issued by the IASB, including smaller reporting companies and foreign private issuers, and will adhere to the following schedule:

Topic 2 — SEC Rules

6 XBRL/Interactive Data File Submissions — Frequently Asked Questions Topic 2 — SEC Rules

Periodic Report Who Must Submit an Interactive Data File?

Quarterly report on Form 10-Q, or annual report on Form 20-F or Form 40-F, containing financial statements for a fiscal period ended on or after June 15, 2009.

U.S. GAAP domestic and foreign filers with a worldwide public common equity float above $5 billion as of the end of the second quarter of their most recently completed fiscal year.

Quarterly report on Form 10-Q, or annual report on Form 20-F or Form 40-F, containing financial statements for a fiscal period ending on or after June 15, 2010.

All other U.S. GAAP domestic and foreign large accelerated filers.

Quarterly report on Form 10-Q, or annual report on Form 20-F or Form 40-F, containing financial statements for a fiscal period ending on or after June 15, 2011.

All remaining U.S. GAAP registrants and foreign private issuers with financial statements prepared in accordance with IFRSs as issued by the IASB.

Note that the determination of a registrant’s phase-in group is not static. Under the SEC rules, an entity can migrate between phase-in groups on the basis of changes in its public float; therefore, a registrant must reassess its phase-in group each year-end. XBRL Q&A: 2-10 provides examples that illustrate how fluctuations in a registrant’s public float can cause it to move into a different phase-in group.

The SEC rules require the XBRL information in the interactive data file to be submitted as an exhibit (Exhibit 101) to the applicable filing. For example, a calendar-year-end registrant that files on domestic forms and whose float exceeded the $5 billion threshold as of June 30, 2008, was first required to submit an interactive data file with its June 30, 2009, Form 10-Q filing. A domestic registrant with a June 30 fiscal year-end whose float exceeded the $5 billion threshold as of December 31, 2008, was first required to submit an interactive data file with its September 30, 2009, Form 10-Q filing (refer to XBRL Q&A: 2-3 for a more detailed discussion of when registrants in the second phase-in group will first be required to submit an interactive data file to the SEC).

Note that foreign companies that report in accordance with accounting standards other than U.S. GAAP or IFRSs, as issued by the IASB, are not included in the scope of the SEC rules. Also, registered investment companies, business development companies, and entities that prepare financial statements in accordance with Article 6 of Regulation S-X are excluded from the SEC rules’ scope.

Registrants in the Second Phase-In Group

XBRL Q&A: 2-3 June 12, 2009 Updated June 8, 2010

QuestionWhen must a registrant in the second phase-in group first submit an interactive data file to the SEC?

AnswerThe SEC rules apply to entities that file a report on Form 10-Q, Form 20-F, or Form 40-F that contains financial statements for a fiscal period ending on or after June 15 of the year specified for that phase-in group. The following table illustrates the initial periodic report for which a domestic registrant in the second phase-in group is required, based on its fiscal year-end, to submit an interactive data file. The table also identifies the date on which the entity should measure its outstanding float to determine whether it is in the second phase-in group (also see XBRL Q&A: 2-4).

Topic 2 — SEC Rules XBRL/Interactive Data File Submissions — Frequently Asked Questions 7

Group 2 Phase-In Periods Ending on or After June 15, 2010

Year-EndFloat Measurement Date Initial Submission

Sep 2009 Mar 2009 June 2010 10-Q

Oct 2009 Apr 2009 July 2010 10-Q

Nov 2009 May 2009 Aug 2010 10-Q

Dec 2009 June 2009 June 2010 10-Q

Jan 2010 July 2009 July 2010 10-Q

Feb 2010 Aug 2009 Aug 2010 10-Q

Mar 2010 Sept 2009 June 2010 10-Q

Apr 2010 Oct 2009 July 2010 10-Q

May 2010 Nov 2009 Aug 2010 10-Q

Jun 2010 Dec 2009 Sept 2010 10-Q

July 2010 Jan 2010 Oct 2010 10-Q

Aug 2010 Feb 2010 Nov 2010 10-Q

Once a domestic registrant is required to submit an interactive data file on a Form 10-Q, any subsequent filing containing a quarterly or annual report also would need to include an interactive data file. (This assumes that the registrant remains in the same phase-in group. As illustrated in XBRL Q&A: 2-10, fluctuations in an entity’s public float may cause it to move into another phase-in group, which may affect its interactive data file submission requirements.)

Foreign registrants in the second phase-in group that file a Form 20-F or Form 40-F will be required to submit an interactive data file with their first annual report on Form 20-F or 40-F for the fiscal year ending on or after June 15, 2010.

Public Float Determination

XBRL Q&A: 2-4 June 12, 2009 Updated June 8, 2010

QuestionHow is public float calculated, and as of what date does the registrant calculate it to determine its phase-in group?

AnswerThe calculation of worldwide public common equity float (“public float”) is generally consistent with that used for determining accelerated filer status, defined as the aggregate worldwide market value of the registrant’s voting and nonvoting common equity held by nonaffiliates. To determine its phase-in group under the SEC rules, a registrant must compute its public float by using the price at which the common equity was last sold, or the average of the bid and asked prices of such common equity, in the principal market for such common equity, as of the last business day of the second fiscal quarter of the most recently completed fiscal year. Subsequent fluctuations in an entity’s public float could cause a registrant to move from one phase-in group to another; therefore, a registrant should remeasure its public float in subsequent years as of the end of its second fiscal quarter and reassess its phase-in group at its year-end on the basis of this measurement. XBRL Q&A: 2-10 provides examples that illustrate how fluctuations in a registrant’s public float can cause it to move into a different phase-in group.

8 XBRL/Interactive Data File Submissions — Frequently Asked Questions Topic 2 — SEC Rules

Registrants are encouraged to consult with their SEC counsel to determine their phase-in group, the periods for which they are required to submit an interactive data file, and the level of detail required in their submissions (e.g., whether the notes to the financial statements and financial statement schedules must be tagged in detail).

ExampleRegistrant X, a domestic registrant, has a November 30 year-end. To determine whether it is in the first phase-in group under the SEC rules, X measures its public float as of the last business day of the second quarter of its most recently completed fiscal year.

• IfX’spublicfloatexceeded$5billionasofMay30,2008,itfellwithinthefirstphase-ingroupandhad to submit its initial interactive data file with its August 31, 2009, Form 10-Q filing (i.e., its first quarterly filing that contained financial statements for a fiscal period that ended on or after June 15, 2009). On November 30, 2009, X reassessed which phase-in group it belonged in on the basis of its public float measurement as of May 29, 2009. That determination governed its submission requirements for its November 30, 2009, Form 10-K filing and its fiscal year 2010 interactive data file submissions.

• IfXdidnotinitiallyfallwithinthefirstphase-ingroup(i.e.,itspublicfloatwaslessthan$5billionas of May 30, 2008), it reassessed its phase-in group as of November 30, 2009, on the basis of its public float as of the last business day of the second quarter of its most recently completed fiscal year (i.e., May 29, 2009) and determined its submission requirements for fiscal year 2010.

XBRL Q&A: 2-10 provides additional examples and a flowchart that illustrate how fluctuations in a registrant’s public float can cause it to move into a different phase-in group and affect its filing requirements. See XBRL Q&A: 2-22 for an example of how a new registrant determines its required adoption date for the SEC rules. Also, refer to XBRL Q&A: 2-3 for a listing of float measurement dates for registrants in the second phase-in group.

Voluntary Submissions

XBRL Q&A: 2-5 June 12, 2009

QuestionCan a registrant submit an interactive data file before it is required to do so under the SEC rules?

AnswerA registrant may opt to submit an interactive data file before it is required to do so under the SEC rules (unless it prepares its financial statements in accordance with Article 6 of Regulation S-X); however, such voluntary submission must then comply with the provisions of the SEC rules. Moreover, a registrant may “block tag” the notes to the financial statements and financial statement schedules until detailed tagging is required for the registrant under the implementation schedule. Furthermore, the registrant can only use a grace period for its initial submission and its first submission that includes its notes and schedules tagged in detail, whether submitted voluntarily or as required by the SEC rules. Registrants may cease voluntary submissions at any time. Only registered investment companies, “business development” companies, or entities that prepare financial statements in accordance with Article 6 of Regulation S-X are permitted to continue to participate in the voluntary filer program after the effective date of the SEC rules (April 13, 2009).

Topic 2 — SEC Rules XBRL/Interactive Data File Submissions — Frequently Asked Questions 9

In addition, a registrant that is not required to file Exchange Act reports, but voluntarily chooses to do so (e.g., if its Section 15(d) filing obligation is suspended), would be included in the third phase-in group of filers (i.e., those that must first submit an interactive data file for a filing containing financial statements for a fiscal period that ends on or after June 15, 2011). (See XBRL Q&A: 2-2.)

Affected Filings

XBRL Q&A: 2-6 June 12, 2009

QuestionWhich filings are subject to the SEC rules?

AnswerOnce a registrant becomes subject to the SEC rules, it is required to submit an interactive data file for the following filings:

• PeriodicreportsonForms10-K,10-Q,20-F,and40-F.

• AnyForm8-KorForm6-Kcontainingfinancialstatementsthatarearevisedversionoffinancialstatements that were previously filed with the SEC in a filing for which an interactive data file was required or included, and that reflect certain subsequent events (e.g., a discontinued operation, a change in reportable segment, or a change in accounting principle), or a Form 6-K containing current interim financial statements included pursuant to the nine-month updating requirement.

• AregistrationstatementundertheSecuritiesActof1933(“SecuritiesAct”)thatcontainstheregistrant’s financial statements. The submission of an interactive data file is not required if the financial statements are incorporated by reference. In addition, the submission is only required after a price or price range has been determined, and only the acquiring company in a business combination is required to provide an interactive data file. The requirement will apply to registration statements under the Securities Act on Forms S-1, S-3, S-4, S-11, F-1, F-3, F-4, F-9, and F-10.

The SEC rules permit only the registrant’s financial statements, notes, and schedules to be included in the interactive data file submission. For example, if the 10-K filing of a limited partnership (LP) also includes the financial statements of its general partner (GP) (and the GP is not a separate issuer and is not required to submit its own Form 10-K), the interactive data file submission would include only the financial statements and schedules of the LP because the LP is the registrant. Similarly, a registrant cannot submit an interactive data file for financial statements submitted under the following rules and article of Regulation S-X:

• Rule3-05,“FinancialStatementsofBusinessesAcquiredortoBeAcquired.”

• Rule3-09,“SeparateFinancialStatementsofSubsidiariesNotConsolidatedand50PercentorLessOwned Persons.”

• Rule3-14,“SpecialInstructionsforRealEstateOperationstoBeAcquired.”

• Rule3-16,“FinancialStatementsofAffiliatesWhoseSecuritiesCollateralizeanIssueRegisteredorBeing Registered.”

• ProformafinancialstatementspreparedunderArticle11.

10 XBRL/Interactive Data File Submissions — Frequently Asked Questions Topic 2 — SEC Rules

Submission Due Date and Grace Periods

XBRL Q&A: 2-7 June 12, 2009 Updated June 8, 2010

QuestionUnder the SEC rules, when must the registrant submit the interactive data file to the SEC?

AnswerInteractive data file submissions will be due to the SEC at the same time as the traditional filings they accompany; however, the SEC rules provide two separate 30-day grace periods for the following filings:

1. The registrant’s initial submission of financial statements and financial statement schedules in an XBRL format.

2. The registrant’s initial submission of financial statements, with detailed tagging of the notes to the financial statements and financial statement schedules (as described in XBRL Q&A: 2-9).

A registrant is also required to post an interactive data file on its corporate Web site no later than the end of the calendar day that the information is filed or required to be filed with the SEC (whichever is earlier); such file must remain posted for at least 12 months. Alternatively, a registrant may provide a hyperlink on its corporate Web site directly to its interactive data file on a third-party non-SEC Web site, provided that the file is made available by the required due date and is free of charge. The registrant cannot satisfy this requirement by providing a hyperlink to the SEC’s Web site.

A registrant that fails to submit its interactive data file on the filing due date will temporarily lose its timely filer status and, consequently, lose eligibility to use short Forms S-3, F-3, or S-8 to access the markets. The SEC rules also clarify that such a registrant will be deemed under Rule 144 to not have adequate information available to the public. However, the registrant would be deemed timely again once it submits the required interactive data file.

Use of the 30-Day Grace Period

XBRL Q&A: 2-8 June 12, 2009

QuestionIf the registrant uses the 30-day grace period, does the registrant submit its interactive data file on an amended form (e.g., Form 10-Q/A or Form 10-K/A), or does it use Form 8-K?

AnswerDuring the two 30-day grace periods, the registrant submits its interactive data file on an amended form (e.g., Form 10-Q/A or Form 10-K/A) — not on a Form 8-K. In addition, if the registrant misses the filing deadline and submits a late filing, the submission should be made on a Form 10-Q/A or Form 10-K/A, if applicable. If the sole purpose of an amendment is to submit the interactive data file as Exhibit 101, the registrant should include the following in the amendment:

• Thecoverpage.

• Anexplanatorynote.

• Thesignaturepage.

Topic 2 — SEC Rules XBRL/Interactive Data File Submissions — Frequently Asked Questions 11

• Anexhibitindex.

• Exhibit101.

Financal Statement Tagging Requirements

XBRL Q&A: 2-9 June 12, 2009 Updated June 8, 2010

QuestionUnder the SEC rules, what information must be tagged, and at what level of detail must the notes to the financial statements and financial statement schedules be tagged in the first year and subsequent years?

AnswerThe interactive data file consists of the tagged financial statements, including the notes to the financial statements; required financial statement schedules; and certain document and entity information. The SEC rules require the registrant to tag the information according to (1) Regulation S-T and (2) the EDGAR Filer Manual, which contains detailed tagging requirements. For a registrant’s first year of interactive data file submissions, the SEC rules generally allow “block tagging” of notes to the financial statements and the financial statement schedules (i.e., in the first year, registrants are permitted to tag each note and each financial statement schedule as a block of text rather than tagging the detailed information within the notes and schedules).

After the first year of block tagging, registrants are also required to tag:

• Eachsignificantaccountingpolicywithinthesignificantaccountingpoliciesnoteasasingleblockof text.

• Eachtablewithineachnoteasaseparateblockoftext.

• Withineachnoteandfinancialstatementschedule,eachamount(i.e.,monetaryvalue,percentage, and number).

Note that although the SEC rules generally will not require a registrant to provide detailed tagging until its second year of adoption, the registrant still must carefully read the applicable SEC rules. In certain situations (e.g., when a registrant moves from the second phase-in group to the first phase-in group, or when a registrant has a June 30 fiscal year-end), application of the SEC rules will require the registrant to provide detailed tagging before a full year has passed. XBRL Q&A: 2-10 provides examples that illustrate when an entity might not have a full year before it is required to provide detailed tagging in its interactive data file submissions.

The requirement to detail-tag also applies to amounts expressed as text in a note or schedule (e.g., “7 percent” would need to be tagged). Textual amounts, like other amounts, must be mapped to the applicable monetary, decimal, percent, integer, or shares data-type element.

12 XBRL/Interactive Data File Submissions — Frequently Asked Questions Topic 2 — SEC Rules

Date information expressed as numbers is not tagged — such references merely provide context to the dollar amounts. For example, a registrant might provide the following disclosure:

Annual maturities of debt are:

Year 1 (2010) $ 1,000

Year 2 (2011) $ 2,000

Year 3 (2012) $ 3,000

Year 4 (2013) $ 4,000

Year 5 (2014) $ 5,000

In the example above, only the dollar amounts would be tagged.2

The SEC rules permit, but do not require, registrants to tag each qualitative (narrative) disclosure. However, monetary amounts should always be tagged separately rather than as part of a string. For example, if a registrant’s note states, “The assumed discount rate at December 31, 20X0 is 10%,” it would not be appropriate to tag the entire sentence as a string: the “10%” amount would need to be separately tagged and mapped to the applicable data-type element (i.e., percent).

The SEC rules note that the interactive data file submission should not contain more or less information than what is included in the rest of the filing — the SEC rules are meant to be disclosure-neutral.

Detailed Tagging Implementation Date

XBRL Q&A: 2-10 June 12, 2009 Updated June 8, 2010

QuestionDoes the first year of block tagging of notes and schedules run a year from the date of adoption, or would a registrant need to start tagging its notes and schedules in detail for its first quarter in the next fiscal year (i.e., March 31, 2010, for a calendar-year-end registrant if the initial implementation date was June 30, 2009)?

AnswerA registrant must determine whether it needs to provide detailed tagging in its interactive data file submission on the basis of a strict interpretation of the SEC rules. Although a registrant that remains in the same phase-in group generally will have one year from its initial interactive data file submission to provide detailed tagging, not all entities will automatically have a full year before being required to submit detail-tagged data. The decision tree below illustrates when detail-tagged data generally must be provided, although the ultimate determination should be made by the registrant after consulting with its SEC counsel.

2 The registrant needs to carefully review elements in the standard taxonomy. The taxonomy may provide separate elements for each specific period, or a registrant may need to use the same element from the taxonomy and distinguish each period by creating contextual information.

Topic 2 — SEC Rules XBRL/Interactive Data File Submissions — Frequently Asked Questions 13

U.S. GAAP filer whose public float exceeded $5 billion as of the last business

day of the second fiscal quarter of its most recently completed fiscal year?

Does the filing contain financial statements for a

period that ends on or after June 15, 2009?

No interactive data submission is required.

Does the filing contain financial statements for a period that ends on or

after June 15, 2010?

Detailed tagging is required.

Only block tagging is required.

Large accelerated filer that uses U.S. GAAP?

Does the filing contain financial statements for a period that ends on or

after June 15, 2010?

Does the filing contain U.S GAAP financial statements (or financial statements prepared in accordance with IFRSs as issued by the IASB) for a period that ends on or after June 15, 2011?

No interactive data submission is

required.

Does the filing contain financial statements

for a period that ends on or after June 15,

2012?

No interactive data submission is

required.

Does the filing contain financial statements

for a period that ends on or after June 15,

2011?

Detailed tagging is required.

Only block tagging is required.

Detailed tagging is required.

Only block tagging is required.

Notes:

1. Excludes filers that follow Article 6 of Regulation S-X and filers that do not use IFRSs as issued by the IASB.

2. Initial interactive data submission is first required with a Form 10-Q filing (or Form 20-F or Form 40-F if applicable).

3. This decision tree does not contemplate all possible fact patterns. Registrants should consult with SEC counsel to determine their specific filing requirements.

Yes

No

Yes No

Yes

No

Yes Yes

No

No

No Yes Yes

No No

Yes

Interactive Data File Phase-In Decision Tree

ExamplesThe following examples illustrate the analysis a registrant might perform to determine its phase-in group and its interactive data file submission requirements, including whether detailed tagging is required for such submissions. A registrant is encouraged to consult with its SEC counsel before reaching any final conclusion.

It is assumed that the entities in each example prepare their financial statements in accordance with U.S. GAAP.

FactsEntity A has a June 30 fiscal year-end. Entity A’s public float exceeded $5 billion on December 31, 2008, and December 31, 2009. Entity A submitted its first interactive data file with its September 30, 2009, Form 10-Q filing.

14 XBRL/Interactive Data File Submissions — Frequently Asked Questions Topic 2 — SEC Rules

AnalysisEntity A must provide detailed tagging in its interactive data file submissions beginning with its June 30, 2010, Form 10-K filing. Entity A loses its ability to solely use block tagging when its interactive data file includes financial statements for a period ending after June 15, 2010. Therefore, the interactive data file included in A’s June 30, 2010, Form 10-K filing would have to include detailed tagging, although A still would have the ability to use the 30-day grace period provided in Regulation S-T (§232.405(a)).

FactsEntity B has a calendar year-end. Entity B’s public float was $800 million on June 30, 2008, and $6 billion on June 30, 2009.

AnalysisInitially, B was in the second phase-in group. Had it remained in this phase-in group throughout 2009, B would have been required to submit its first interactive data file with its June 30, 2010, Form 10-Q filing, and it would not have been required to use detailed tagging in that file.

On December 31, 2009, however, B moved into the first phase-in group (i.e., its public float exceeded $5 billion as of the last business day of the second fiscal quarter of its most recently completed fiscal year). Under the SEC rules, entities in the first phase-in group are required to begin submitting an interactive data file in filings containing financial statements for a period that ended on or after June 15, 2009. The rules also indicate, however, that an entity is required to submit its first interactive data file for a periodic report on Form 10-Q. Therefore, B must begin submitting an interactive data file with its March 31, 2010, Form 10-Q filing. Detailed tagging is not required for this initial submission because it will not contain financial statements for a period ending after June 15, 2010. Entity B’s June 30, 2010, Form 10-Q filing will include such financial statements; therefore, detailed tagging will be required in the interactive data file submitted with this second-quarter filing.

FactsEntity C has a calendar year-end. Entity C’s public float was $6 billion on June 30, 2008, and $600 million on June 30, 2009.

AnalysisBecause of its public float on June 30, 2008, C initially was in the first phase-in group and submitted its initial interactive data file with its June 30, 2009, Form 10-Q filing. It also submitted an interactive data file with its September 30, 2009, Form 10-Q filing. No detailed tagging was required for either filing.

On December 31, 2009, C would have determined that it belonged in the second phase-in group because of its $600 million public float on June 30, 2009 (i.e., the last business day of the second fiscal quarter of its most recently completed fiscal year). Because its December 31, 2009, Form 10-K filing did not include any financial statements for a period that ended after June 15, 2010, C would not have been required to submit an interactive data file with its Form 10-K filing, nor would it have been required to submit an interactive data file with its March 31, 2010, Form 10-Q filing. Entity C’s June 30, 2010, Form 10-Q filing will need to include an interactive data file, however, because the filing will include financial statements for a period ending after June 15, 2010. No detailed tagging will be required for that submission.

Topic 2 — SEC Rules XBRL/Interactive Data File Submissions — Frequently Asked Questions 15

Interactive Data File Viewer

XBRL Q&A: 2-11 June 12, 2009

QuestionIs the registrant responsible for providing an interactive data file “viewer” on the registrant’s Web site so that users can read the data?

AnswerThe SEC rules require a registrant to post its interactive data file to its corporate Web site, if it has one, on the same day it submits or is required to submit the interactive data file, whichever is earlier. The registrant is only responsible for posting the interactive data file on its Web site; the users of the interactive data file are responsible for obtaining or accessing tools to convert the data.

Accuracy of the Interactive Data File

XBRL Q&A: 2-12 June 12, 2009

QuestionWhat is the responsibility of the registrant for the accuracy of the interactive data file?

AnswerManagement is responsible for the accuracy and reliability of the interactive data file. The SEC has stated that it expects registrants to take the initiative to develop practices to promote accurate and consistent tagging. To help ensure the accuracy and reliability of the interactive data file, the SEC electronic filing systems will validate certain aspects of the interactive data when it is received by the SEC. Refer to XBRL Q&A: 2-13 for information on the registrant’s liability.

Registrant Liability

XBRL Q&A: 2-13 June 12, 2009

QuestionWhat liability does a registrant have with respect to its interactive data file submissions?

AnswerRule 406T of Regulation S-T (§232.406T) provides that interactive data file submissions are “subject to the same liability provisions as the Related Official Filing” with certain exceptions. Rule 406T is a temporary rule that states that it applies to interactive data files submitted to the SEC less than 24 months after the registrant was required to first submit an interactive data file under the SEC rules. Rule 406T will expire on October 31, 2014.

16 XBRL/Interactive Data File Submissions — Frequently Asked Questions Topic 2 — SEC Rules

Exchange Act Rules 13a-14 and 15d-14 state that the requirements under Section 240 of the Exchange Act regarding certification of disclosure in both annual and quarterly reports do not apply to interactive data files submitted to the SEC. Refer to XBRL Q&A: 2-14 for additional information on officer certification implications.

Registrants should consult with their SEC counsel for further guidance.

Officer Certification Implications

XBRL Q&A: 2-14 June 12, 2009

QuestionAre there any officer certification implications under the SEC rules?

AnswerAs XBRL tools and technology improve, registrants may integrate XBRL technology into their business information processing. If this integration occurs, the preparation of financial statements and the XBRL tagging process may become interdependent. Such interdependence may have implications on internal control over financial reporting that are no different from those related to any other controls or procedures governing the preparation of financial statements.

The process of creating the interactive data file currently falls under the definition of “disclosure controls and procedures” for most registrants; however, the SEC rules specifically exclude the interactive data file from the officer certification requirements of Exchange Act Rules 13a-14 and 15d-14. The SEC rules state that this is to avoid unnecessary costs incurred by registrants; however, management is still responsible for the completeness, accuracy, and consistency of its interactive data file submissions to the SEC. Moreover, the exclusion of the interactive data file from the officer certification requirements does not mean that the registrant can exclude controls and procedures related to interactive data from its evaluation of disclosure controls and procedures. A registrant that submits an interactive data file with Form 10-K or Form 10-Q still must consider controls and procedures related to interactive data in complying with Exchange Act Rules 13a-15 and 15d-15 and with Item 307 of Regulation S-K. The SEC rules also state that the SEC will monitor XBRL implementation and, if necessary, make appropriate adjustments in the future regarding officer certifications.

Assurance Requirements

XBRL Q&A: 2-15 June 12, 2009

QuestionAre there any assurance requirements under the SEC rules?

AnswerThe SEC rules currently do not require that the auditor provide any form of assurance on the interactive data file (or apply the auditing standards in AU sections 550, 711, or 722 to the interactive data file — refer to XBRL Q&A: 4-1). A registrant, however, is not prohibited from voluntarily obtaining some form of auditor assurance on the interactive data file. Any assurance requirement, and the related standards under which assurance would be provided, will be subject to deliberation and approval by the SEC and PCAOB, respectively.

Topic 2 — SEC Rules XBRL/Interactive Data File Submissions — Frequently Asked Questions 17

Mutual Funds

XBRL Q&A: 2-16 June 12, 2009

QuestionDo the SEC rules apply to mutual funds?

AnswerIn December 2008, the SEC also adopted rules3 mandating the use of interactive data for certain risk/return summary information provided by mutual funds. Mutual funds will be required to provide interactive data with (1) any registration statement or posteffective amendment on Form N-1A that includes or amends required risk/return summary information and (2) any form of prospectus filed pursuant to Rule 497(c) or (e) under the Securities Act that contains risk/return summary information that varies from the related registration statement that becomes effective after January 1, 2011. Mutual funds may continue to participate in the voluntary filer program until January 1, 2011.

Effect of a Rule 12b-25 Extension on an Interactive Data File’s Due Date

XBRL Q&A: 2-17 June 12, 2009

QuestionCan a registrant use Exchange Act Rule 12b-25 to extend the due date for submitting or posting its interactive data file?

AnswerNo. Rule 12b-25, as amended, specifically does not apply to the submission or posting of a registrant’s interactive data file; therefore, a registrant that is unable to submit its interactive data file by the required due date should not seek relief by filing a Form 12b-25. Generally, a registrant that is unable to submit or post its interactive data file must comply with the hardship exemption requirements of either Rule 201 (temporary hardship) or Rule 202 (continuing hardship) of Regulation S-T. However, a registrant that (1) is unable to file its traditional financial statements by the prescribed due date and (2) qualifies for the Rule 12b-25 extension is not required to submit and post its interactive data file until its traditional format financial statements are filed.

Applicability to Filings That Include Financial Statements of More Than One Entity That Is Required to Provide an Interactive Data File

XBRL Q&A: 2-18 June 12, 2009

QuestionIf a single filing contains the financial statements of multiple registrants that are required to submit an interactive data file, must the interactive data file submitted with that filing include the data for all registrants to which the requirement to submit an interactive data file applies?

3 Release Nos. 33-9006, 34-59391, 39-2462, and IC-28617. In May 2009, subsequent corrections were made in Release Nos. 33-9006A, 34-59391A, 39-2462A, and IC-28617A.

18 XBRL/Interactive Data File Submissions — Frequently Asked Questions Topic 2 — SEC Rules

AnswerYes. When a filing contains financial statements for more than one registrant subject to the SEC rules, the interactive data file submitted with that filing must include data for all registrants subject to the rules (i.e., if the filing also contains the financial statements of other registrants that are not yet phased in under the SEC rules, the interactive data file need only include data for those entities currently subject to the SEC rules). The SEC’s EDGAR Filer Manual provides instructions on how to prepare the interactive data file in this situation.

ExampleA registrant’s Form 10-K filing includes consolidated parent company financial statements and the financial statements of a wholly owned subsidiary. The consolidated parent has registered equity, and the subsidiary has registered debt. Both entities have adopted the SEC rules. The Form 10-K filing is intended to satisfy the reporting obligation of both issuers. Although the face financial statements are presented separately for each issuer, there is one set of combined notes to the financial statements.

The single interactive data file submitted with the Form 10-K filing should include data for each issuer that has been phased in under the SEC rules.

Whether Interactive Data File Errors Can Trigger a Form 8-K Reporting Requirement

XBRL Q&A: 2-19 June 12, 2009

QuestionDoes a registrant’s discovery of a material error in its interactive data file submission trigger a reporting requirement under Item 4.02(a) of Form 8-K if the financial statements on which the submission is based are error-free?

AnswerNo. A registrant must provide the Item 4.02(a) disclosures in its Form 8-K only if it determines that previously issued financial statements should not be relied upon because they included an error. No disclosure should be provided under Item 4.02(a) if the registrant’s traditional financial statements are error-free. A registrant may voluntarily disclose that its interactive data file should not be relied upon; however, such disclosure should be provided under either Item 7.01 or Item 8.01 of Form 8-K.

Although a registrant’s discovery of a material error in its interactive data file does not trigger a Form 8-K reporting requirement, the registrant still must file an amendment to correct the error. Furthermore, the error must be corrected promptly4 for the interactive data file to be eligible for the modified treatment under Rule 406T (§232.406T) of Regulation S-T. Refer to XBRL Q&A: 2-13 for additional information.

4 Regulation S-T (§232.11) states that the term “promptly” means “as soon as reasonably practicable under the facts and circumstances at the time. An amendment to the Interactive Data File made by the later of 24 hours or 9:30 a.m. Eastern Standard Time or Eastern Daylight Savings Time, whichever is currently in effect, on the next business day after the electronic filer becomes aware of the need for such amendment shall be deemed to be 'promptly' made.”

Topic 2 — SEC Rules XBRL/Interactive Data File Submissions — Frequently Asked Questions 19

Applicability to IPOs

XBRL Q&A: 2-20 June 12, 2009

QuestionIs an entity required to provide an interactive data file in its initial public offering (IPO) filing?

AnswerNo. The SEC rules require a registrant’s first interactive data file submission to be either a quarterly report on Form 10-Q or an annual report on Form 40-F or Form 20-F, as applicable. Accordingly, there is no requirement for a registrant to submit an interactive data file in an IPO filing.

However, an entity may voluntarily submit an interactive data file with its IPO filing on Form S-1; if this choice is made, the interactive data file must be submitted as soon as the registration statement contains a price or price range (usually in a pre-effective amendment). Subsequent amendments also must include the interactive data file if the financial statements are changed.

Must a Rendered Interactive Data File Mirror the Traditional Financial Statements?

XBRL Q&A: 2-21 June 12, 2009 Updated June 8, 2010

QuestionMust the rendered image of a registrant’s interactive data file displayed by a viewer on the SEC’s Web site be identical to the traditionally formatted financial statements?

AnswerNo. The SEC rules do not include this requirement. Moreover, in “Staff Observations From Review of Interactive Data Financial Statements” (see XBRL Q&A: 1-3), the SEC staff noted that certain registrants in the first phase-in group placed undue emphasis on trying to make the rendered version of their interactive data files look exactly like their traditional financial statements. Registrants were cautioned not to deviate from the guidance in the SEC rules and the EDGAR Filer Manual to achieve a desired rendering presentation.

Note, however, that although Regulation S-T (§232.405(b)) states that their rendered image need not be identical to the tradition financial statements, interactive data files “must consist of only a complete set of information for all periods required to be presented in the corresponding data in the Related Official Filing [i.e., the traditional financial statements], no more and no less.”

20 XBRL/Interactive Data File Submissions — Frequently Asked Questions Topic 2 — SEC Rules

Phase-In Example for New Registrants

XBRL Q&A: 2-22 June 12, 2009 Updated June 8, 2010

QuestionHow should a new registrant determine when it must adopt the SEC rules?

AnswerThe following example illustrates the steps a new registrant would take to determine when it must adopt the SEC rules.

Assume that a registrant’s initial registration statement on Form S-1 was declared effective on July 2, 2009. The registrant prepares its financial statement in accordance with U.S. GAAP, has a calendar year-end, and it files its first Form 10-Q for the quarter ended June 30, 2009. The registrant’s phase-in date under the rules depends on its public float and, accordingly, whether it is considered a large accelerated filer.

Rule 12b-2 of the Exchange Act defines a large accelerated filer as follows:

The term large accelerated filer means an issuer after it first meets the following conditions as of the end of its fiscal year:

(i) The issuer had an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $700 million or more, as of the last business day of the issuer’s most recently completed second fiscal quarter;

(ii) The issuer has been subject to the requirements of section 13(a) or 15(d) of the [Exchange] Act for a period of at least twelve calendar months;

(iii) The issuer has filed at least one annual report pursuant to section 13(a) or 15(d) of the [Exchange] Act; and

(iv) The issuer is not eligible to use the requirements for smaller reporting companies in [Regulation S-K] for its annual and quarterly reports.

Under these criteria, December 31, 2010, is the earliest date the registrant could qualify as a large accelerated filer, and that determination would depend on the registrant’s public float as of June 30, 2010 (the last business day of its most recently completed second fiscal quarter). If the registrant’s public float exceeds $5 billion on June 30, 2010, it will be considered part of the first phase-in group, and the registrant will be required to submit an interactive data file with its March 31, 2011, Form 10-Q filing (i.e., its first quarterly report, after the registrant qualifies as a large accelerated filer, containing financial statements for a period ending on or after June 15, 2009). Furthermore, because its March 2011 Form 10-Q also will contain financial statements for a period ending after June 15, 2010, the interactive data file submitted with that filing must include detailed tagging, even though it will be the registrant’s first interactive data file submission.

If the registrant’s public float on June 30, 2010, does not exceed $5 billion, but is $700 million or more, the registrant would qualify as a large accelerated filer as of December 31, 2010, and be considered part of the second phase-in group. Accordingly, it first will be required to provide an interactive data file with its March 31, 2011, Form 10-Q filing (i.e., its first quarterly report, after the registrant qualifies as a large accelerated filer, containing financial statements for a period ending on or after June 15, 2010). Its initial interactive data file submission in that Form 10-Q filing will not require detailed tagging; however, the registrant will need to provide detailed tagging in the interactive data file submitted with its June 30, 2011, Form 10-Q filing because that filing will also include financial statements for a period ending after June 15, 2011.

Topic 2 — SEC Rules XBRL/Interactive Data File Submissions — Frequently Asked Questions 21

If the registrant was not a large accelerated filer as of December 31, 2010 (because its public float did not equal or exceed $700 million on June 30, 2010), it would be part of the third phase-in group and its interactive data file submission obligation would begin with its June 30, 2011, Form 10-Q filing; however, that submission will not require detailed tagging.

Filing Cover Sheets — When to Select the “Yes” Box

XBRL Q&A: 2-23 June 12, 2009

The SEC rules add the following to the cover sheet of certain Exchange Act filings (i.e., Forms 10-Q, 10-K, 20-F, and 40-F):

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes No

QuestionWhen should a registrant first begin to select the “Yes” box in its periodic filings to indicate compliance with interactive data file submission requirements?

AnswerA registrant should select “Yes” when it submits the first required Exhibit 101. For example, if the registrant takes advantage of the 30-day grace period, it should not select “Yes” on the cover page of the initial Form 10-Q filing. Rather, it should select “Yes” on the cover of the registrant’s Form 10-Q/A when it submits the amended filing containing its first interactive data file.

A registrant that voluntarily submits Exhibit 101 should not select “Yes” until it is required to submit its interactive data file under the SEC rules.

Determining Which CIK to Tag in a Filing for Two Dual-Listed Companies

XBRL Q&A: 2-24 June 12, 2009

Two dual-listed companies include a single set of financial statements in an annual report on Form 10-K to satisfy their reporting obligations. Each company is a separate legal entity with its own file number and Central Index Key (CIK) (an identification number given to it by the SEC).

QuestionWhich dual-listed company’s CIK should be tagged with the CIK element for this submission?

AnswerThe CIK of either company can be used. Once selected, that same CIK should be used in all future filings as long as the registrants continue to be dual-listed and file joint reports.

22 XBRL/Interactive Data File Submissions — Frequently Asked Questions Topic 2 — SEC Rules

Use of the “Amendment Flag” Element

XBRL Q&A: 2-25 June 12, 2009

QuestionWhen should the “Amendment Flag” element from the “Document and Company Information” taxonomy be set to “True” for an interactive data file submission?

AnswerThe Amendment Flag indicates that the interactive data file is an amendment to a prior submission of an interactive data file; it is not intended to signify that an interactive data file is being submitted as part of an amendment to a periodic report or registration statement. Accordingly, the Amendment Flag element should be set to “True” only when the registrant is amending the interactive data file itself.

For example, the Amendment Flag should not be set to “True” in an interactive data file submitted with a Form 10-Q/A that is filed solely to take advantage of the grace period.

Voluntary Submission of Interactive Data for Other Financial Statements in a Form 8-K or Form 6-K Filing

XBRL Q&A: 2-26 June 8, 2010

QuestionIf a registrant is required to submit an interactive data file with financial statements filed on a Form 8-K or Form 6-K (refer to XBRL Q&A: 2-6), may it also voluntarily provide interactive data for other registrant financial statements in the filing for which interactive data is not required to be submitted?

AnswerYes, interactive data may be voluntarily provided for such registrant financial statements if the registrant otherwise complies with the requirements of the SEC rules.

Submission of an Interactive Data File on a Form 8-K or Form 6-K

XBRL Q&A: 2-27 June 8, 2010

QuestionMay a registrant use a Form 8-K or Form 6-K to submit an interactive data file for financial statements included in a filing on a form other than a Form 8-K or Form 6-K?

AnswerNo. The interactive data file for financial statements included in a filing on a form other than a Form 8-K or Form 6-K must either be submitted along with that form at the time of its filing or as an amendment to that form if the interactive data file is submitted later.

Topic 2 — SEC Rules XBRL/Interactive Data File Submissions — Frequently Asked Questions 23

Selected Financial Data

XBRL Q&A: 2-28 June 8, 2010

QuestionMust selected financial data5 be tagged as part of the registrant’s interactive data file submission?

AnswerNo. Rule 405 of Regulation S-T (§232.405(b)) notes:

[A]n Interactive Data File must consist of only a complete set of information for all periods required to be presented in the corresponding data in the Related Official Filing, no more and no less, from all of the following categories:

(1) The complete set of the electronic filer’s financial statements (which includes the face of the financial statements and all footnotes); and

(2) All schedules set forth in Article 12 of Regulation S-X (§§210.12-01–210.12-29) related to the electronic filer’s financial statements. [Emphasis added]

The selected financial data required by Item 301 of Regulation S-K does not fall within one of these specified categories; therefore, it would not be appropriate for a registrant to tag that disclosure for inclusion in the interactive data file submission.

However, much of the information required to be disclosed in the selected financial data tables also appears as separate line items in the registrant’s financial statements or in the notes to the registrant’s financial statement (i.e., as part of category (1) above); accordingly, such information will be tagged and included in the interactive data file submission, but not by virtue of being part of the selected financial data.

5 Item 301 of Regulation S-K requires registrants to furnish at least five years of selected financial data in certain filings.

24 XBRL/Interactive Data File Submissions — Frequently Asked Questions Topic 3 — Implementation of the SEC Rules

Topic 3 — Implementation of the SEC Rules

This section addresses some of the questions Deloitte has received from registrants about implementing the SEC rules.

Preparation for Implementation

XBRL Q&A: 3-1 June 12, 2009

QuestionWhat steps can a registrant take to prepare to implement the SEC rules?

AnswerA registrant can take the following steps to prepare for implementation of the SEC rules:

1. Learn more about XBRL and the SEC rules:

• Attendorlistentowebcasts,presentations,andpodcastshostedbytheSECstaff,XBRLUSInc., and others. (Refer to XBRL Q&A: 1-3.)

• ReviewtheSECrules,aswellaseducationalmaterialsontheSEC’sWebsite,including“Staff Observations From Review of Interactive Data Financial Statements.”

• LearnmoreabouttheU.S.GAAPtaxonomiesortheIFRStaxonomy(asappropriate).

• Reviewthe“XBRLU.S.GAAPTaxonomyPreparersGuide”onXBRLUSInc.’sWebsite.

2. Begin exploring various approaches to implementing the SEC rules:

• Studydifferentmethodsofimplementation.(RefertoXBRL Q&A: 3-2.)

• AssembleanXBRLreportingteam.

• Beginselectingappropriatetagsinthetaxonomiesforthefinancialstatements,includingthenotes and financial statement schedules.

• Identifywhattoolswillbeneededandtheleveloftrainingpersonnelwillrequiretousethem.

3. Create an implementation plan that is sustainable and repeatable.

Preparation Options for Interactive Data File Submissions

XBRL Q&A: 3-2 June 12, 2009

QuestionWhat options for preparing interactive data file submissions are available to a registrant?

AnswerA registrant may prepare its interactive data files internally, engage a third-party service provider to prepare them, or use a combination of both approaches.

A registrant that prepares its interactive data files internally benefits from having full control over the process, which includes building a thorough knowledge of the tagging process, the taxonomies, the tools being used, and the application of the tags to the financial reports. Such benefits are tempered, however, by the investment in time and resources that a registrant must make to (1) train its personnel in how to prepare an interactive data file submission and (2) actually prepare the submission each reporting period.

Topic 3 — Implementation of the SEC Rules XBRL/Interactive Data File Submissions — Frequently Asked Questions 25

A registrant that outsources the preparation of its interactive data files benefits from its third-party service provider’s expertise, which would most likely include having an established (and therefore quicker) process for preparing interactive data files. However, a third-party service provider may have a limited understanding of the registrant’s business and its financial reports, which could lead to multiple iterations in the tagging process and require additional employee review time. Furthermore, regardless of whether it elects to outsource the preparation of interactive data file submissions, the registrant would still need to provide basic XBRL training to its personnel, and acquire appropriate software tools, to review the provider’s work.

Refer to XBRL Q&A: 3-9 for additional discussion of the costs associated with preparing interactive data files.

Assessing Readiness

XBRL Q&A: 3-3 June 12, 2009

QuestionHow can a registrant gauge its readiness to implement the SEC rules?

AnswerThe following considerations may help a registrant determine its readiness to implement the SEC rules:

• Hastheregistrantestablishedasustainableandrepeatableprocessforpreparingitsinteractivedata file for submission?

• Hastheregistrantdeterminedwhethertouseaserviceproviderortoprepareitsinteractivedatafile in-house?

• Hasaserviceproviderbeenidentified?

• Hastheregistrantobtainedtheappropriatesoftwaretoolstoeitherprepareitsinteractivedatafilein-house or to review the work product of the service provider?

• Iftheregistrantplanstooutsourcepreparationofitsinteractivedatafiletoathird-partyserviceprovider, has it established a review process for ensuring that the work product is accurate?

• Hastheregistrantidentifiedwhichemployeesinitsorganizationwillberesponsiblefortheinteractive data file submission process and assessed those employees’ familiarity with XBRL, the SEC rules, and the related reporting tools and processes?

• HastheregistrantarrangedforitsdesignatedemployeestoreceivesufficienttraininginXBRL,theSEC rules, and the related reporting tools and processes?

• Doestheregistrant’sauditcommitteehaveasufficientunderstandingofXBRL,theSECrules,andthe related reporting tools and processes?

Unique Financial Statement Line Items

XBRL Q&A: 3-4 June 12, 2009

QuestionWill a registrant that reports a financial statement line item that is unique to it (i.e., other entities would not use this line item) be required to use one of the predefined tags in the taxonomy?

26 XBRL/Interactive Data File Submissions — Frequently Asked Questions Topic 3 — Implementation of the SEC Rules

AnswerNo. If a registrant reports a financial statement line item that is unique to it, it can create a new tag for this item. The “X” in XBRL stands for “extensible” — put simply, this means that a registrant has the ability to “extend” the taxonomy by creating its own unique tags if the “standard” collection of tags does not meet its needs.

Extensions and Comparability

XBRL Q&A: 3-5 June 12, 2009 Updated June 8, 2010

QuestionWill a registrant’s extension of the taxonomy defeat the purpose of achieving comparability between entities?

AnswerA registrant’s need to create a new tag for a unique line item in its financial statements will inhibit comparability with other entities. The use of standard tags is fundamental to XBRL and, while not always required, promotes comparability. Therefore, the SEC rules require the use of standard tags from the U.S. GAAP taxonomies or IFRS taxonomy6 unless the appropriate tag does not exist in the standard list of tags. Preparers are instructed to customize (if appropriate) the label for a tag already in the standard list of tags instead of creating a new tag.

For example, the standard list of tags in the U.S. GAAP taxonomies includes the financial statement element “Gross Profit.” The list does not include “Gross Margin” because its definition is the same as that for “Gross Profit” — both are generally used to mean “excess of revenues over the cost of revenues.” A registrant that includes the label “Gross Margin” in its income statement should use the tag corresponding to the financial statement element “Gross Profit” but it should customize the tag by changing its label to “Gross Margin.”

Once a registrant creates an “extension element,” it should continue to use it in future filings. Changing an element’s name or its attributes (e.g., debit/credit balance, instant/duration, monetary/string) effectively creates an entirely new extension element for the related financial item, which prevents comparison of the tagged data from period to period. To maintain comparability, registrants should only create new elements for subsequent submissions if such a change is warranted by a change in the nature of the related financial item. Note that changing an element’s label — as opposed to its name — does not change the meaning of the element or affect period-to-period comparability and consistency.

Restatements/Reclassifications

XBRL Q&A: 3-6 June 12, 2009

QuestionHow will restatements of financial data or reclassifications affect previous data tagging?

6 As noted in XBRL Q&A: 3-11, the EDGAR system does not at this time support filings that use the IFRS taxonomy; however, the SEC will inform registrants when they can start to voluntarily use the IFRS taxonomy in their filings.

Topic 3 — Implementation of the SEC Rules XBRL/Interactive Data File Submissions — Frequently Asked Questions 27

AnswerThe interactive data file must cover all periods presented in the traditional financial statements. Accordingly, if a registrant reclassifies certain financial statement elements associated with prior periods presented in comparative financial statements when preparing its current-period financial statements, the information in the interactive data file will need to be consistent with the reclassifications. The data tags should be applied consistently across periods within the same set of financial statements.

The SEC rules require a registrant to provide a restated or revised interactive data file at the same time it files the restated or revised traditional financial statements. Accordingly, the registrant must be aware of the following:

• Iftheregistrantrestatesfinancialstatementsforacorrectionofanerror,andthepreviouslyissuedfinancial statements were included in a Form 10-Q or 10-K that included an interactive data file, the amended filing (i.e., Form 10-Q/A or 10-K/A) will also need to include a revised interactive data file covering all periods presented.

• Iftheregistrantupdatesfinancialstatementsforasubsequentevent(e.g.,discontinuedoperations) by filing such updated financial statements in a Form 8-K, and the previously issued financial statements included an interactive data file, such filing will also need to include an interactive data file for such updated financial statements.

Common Mistakes and Best Practices

XBRL Q&A: 3-7 June 12, 2009 Updated June 8, 2010

QuestionWhat “mistakes” are commonly made by preparers, and is any “best practices” guidance available?

AnswerSome common “mistakes” that have been observed include the following:

• Registrantsthatbeganthetaggingprocessbyusingdraftsoftheirfinancialstatementsdidnot ensure that the final version was reflected in the interactive data file submitted to the SEC. (Particular attention should be paid to changes made to the notes to the financial statements during the final phases of the financial reporting process.)

• Extensionelementswerecreatedwhenanappropriateelementexistedinthestandardtaxonomy.

• Selectedelementswereeithertoonarrowortoobroadfortheassociatedfinancialreportingconcept.

• Elementattributesweremissingforextensionelementsthatwerecreated(e.g.,balancetype).

• Thenamesoftheextensionelementscontainedcompany-specificinformation.

• Presentation/orderofelementswasinconsistentwiththefinancialstatements.

• Elementswerenotconsistentlyusedfromperiodtoperiod.

• Numericvalueswereincorrectlystatedintheinteractivedatafile.

• Trailingzeroswerenotaddedtonumbersthatweretruncatedtothousandsormillionsinthetraditional financial statements.

• Thepositiontowhichanamountwasroundedwasincorrectlystated.

28 XBRL/Interactive Data File Submissions — Frequently Asked Questions Topic 3 — Implementation of the SEC Rules

• Debitamountswereincorrectlytaggedascredits(orthereverseoccurred).

• Structuralproblemswerecreatedintablesintheextensiontaxonomy.

• Calculationinconsistencieswerenotaddressedbeforesubmissionoftheinteractivedatafile.

• Financialstatementscheduleswerenottagged.

• Effortstomakearenderedversionoftheinteractivedatafile“looklike”thetraditionalfinancialstatements resulted in errors being introduced into the data.

Preparers are encouraged to refer to the requirements in the EDGAR Filer Manual section on interactive data. Registrants also may wish to refer to the following documents discussed in XBRL Q&A: 1-3 above:

• TheSEC’s“Staff Observations From Review of Interactive Data Financial Statements.”

• Deloitte’s “Top Nine Interactive Data File (XBRL) Filing and Tagging Errors.”

• Deloitte’s December 4, 2009, Heads Up on lessons learned from initial submissions of interactive data files.

Effect on Conventional Financial Statements

XBRL Q&A: 3-8 June 12, 2009

QuestionWill conventional financial statements be replaced by interactive data files in SEC filings?

AnswerIt is unlikely that interactive data files will replace conventional financial statements in the near future. Under the SEC rules, registrants must provide an interactive data file as an exhibit to certain SEC filings in addition to the conventional financial statements.

Anticipated Costs

XBRL Q&A: 3-9 June 12, 2009

QuestionWhat costs are registrants expected to incur in preparing their interactive data files for submission to the SEC?

AnswerCosts that registrants are expected to incur in preparing their interactive data files will vary depending on whether the registrants choose to prepare their interactive data files internally or outsource the process to a third-party service provider.

Costs associated with preparing interactive data files internally may include:

• PurchaseofXBRLsoftware.

• TrainingpersonnelinXBRLandtheselectedsoftware.

• Timetakenbypersonneltocreateandreviewtheinteractivedatafiles.

Topic 3 — Implementation of the SEC Rules XBRL/Interactive Data File Submissions — Frequently Asked Questions 29

Costs associated with engaging a third-party service provider to help prepare the interactive data files may include:

• Consulting/servicefees.

• PurchaseofXBRLsoftwareforreviewofprepareddocumentsandfilings.

• TraininginternalreviewersinXBRLandtheselectedsoftware.

• Timetakenbypersonneltoreviewthepreparedinteractivedatafiles.

For additional information on estimated costs to prepare interactive data files, registrants should refer to the SEC rules.

Official Filing

XBRL Q&A: 3-10 June 12, 2009

QuestionWhich is the official filing — the interactive data file or the traditional filing?

AnswerThe traditional filing remains the official filing, and the interactive data file is merely an exhibit to this filing. However, registrants are fully responsible for the accuracy and reliability of the information in the interactive data file. The SEC has indicated that it expects that this information will be used by the public. Refer to XBRL Q&A: 2-13 for further information on registrant liability under the SEC rules.

IFRSs and XBRL

XBRL Q&A: 3-11 June 12, 2009

QuestionHow will the adoption of IFRSs affect XBRL?

AnswerBoth the adoption of IFRSs and XBRL offer significant opportunities for investors, companies, and capital markets alike, such as greater transparency and comparability of financial information in international capital markets. The IFRS Foundation (formerly the IASC Foundation) developed an IFRS taxonomy to enable entities who report using IFRSs, as issued by the IASB, to file reports in XBRL format. In November 2007, Reuters became the first registrant to submit IFRS-based XBRL financial statements to the SEC under the SEC’s voluntary XBRL reporting program. In 2008, the SEC, the IASB, and the Japanese Financial Service Agency announced a joint initiative to support a multi-national architecture for XBRL. Through this initiative, these countries seek to align their current XBRL and taxonomy development initiatives for U.S. GAAP, IFRSs, and Japanese GAAP.

According to the SEC rules, all foreign private issuers preparing their financial statements in accordance with IFRSs, as issued by the IASB, are required to provide financial reports in XBRL format beginning with a periodic report on Form 10-Q, Form 20-F, or Form 40-F containing financial statements for a fiscal period ending on or after June 15, 2011. Currently, EDGAR cannot support filings that use the IFRS taxonomy; however, the SEC will inform registrants when they can start to voluntarily submit interactive data files that use the IFRS taxonomy in their filings.

30 XBRL/Interactive Data File Submissions — Frequently Asked Questions Topic 3 — Implementation of the SEC Rules

Tagging of MD&A and Other Disclosures

XBRL Q&A: 3-12 June 12, 2009

QuestionWill the SEC require tagging of Management’s Discussion and Analysis (MD&A), executive compensation, and other sections of Forms 10-Q and 10-K?

AnswerAlthough the SEC rules do not require or permit tagging of (1) MD&A disclosures; (2) executive compensation; or (3) other financial, statistical, or narrative disclosures outside of the financial statements, the SEC is likely to continue to assess such restriction. The SEC rules indicate that “more experience with interactive data and a greater understanding of the costs and time associated with compliance with the requirements [of the SEC rules] is needed before expanding the requirement to other information.”

Subsequent Events During Grace Period

XBRL Q&A: 3-13 June 12, 2009

QuestionDoes a registrant’s use of its 30-day grace period create possible subsequent-event considerations related to submission of the interactive data file?

AnswerNo. If a material subsequent event occurs during the grace period, the registrant is required to comply with the Form 8-K rules for filing notification of a material subsequent event; however, the interactive data file should be based on the original financial statements filed on Form 10-Q or 10-K.

Topic 4 — Audit Implications XBRL/Interactive Data File Submissions — Frequently Asked Questions 31

Topic 4 — Audit Implications

This section addresses the audit implications of the SEC rules.

Role of External Auditor

XBRL Q&A: 4-1 June 12, 2009

QuestionWhat is the role of the external auditor?

AnswerAs discussed in XBRL Q&A: 2-15, the SEC rules do not include any type of audit or assurance requirement for the interactive data file that a registrant provides as an exhibit to the registrant’s periodic reports or registration statements. Furthermore, the SEC has stated that the auditor is not required to apply the auditing standards in AU sections 550, 711, or 722 to the interactive data file; accordingly, an external auditor is not required to read the interactive data file submission and consider whether the financial statements or the interactive data file require adjustment. However, a registrant is not prohibited from voluntarily obtaining some form of auditor assurance on the interactive data file or other allowable nonaudit services. (Note that certain services may be prohibited because of auditor independence considerations.)

Tagging of Audit or Assurance Reports

XBRL Q&A: 4-2 June 12, 2009

QuestionCan the independent auditor’s report on the financial statements, or an assurance report on an interactive data file submission that the registrant obtained voluntarily, be tagged?

AnswerNo. The SEC rules state that the financial statements (which include the face of the financial statements and all notes) and all schedules related to the financial statements are to be included in the interactive data file submission, “no more, no less.” Refer to Rule 405(b) of Regulation S-T (§232.405(b)), and question 130.07 of “Compliance and Disclosure Interpretations: Interactive Data,” issued by the staff of the SEC’s Division of Corporation Finance.

Role of AICPA and PCAOB

XBRL Q&A: 4-3 June 12, 2009

QuestionWhat is the role of the AICPA and PCAOB with respect to XBRL?

32 XBRL/Interactive Data File Submissions — Frequently Asked Questions Topic 4 — Audit Implications

AnswerAlthough the PCAOB issued a Staff Q&A on providing assurance on XBRL financial information submitted under the SEC’s Voluntary Filer Program, and the AICPA issued an interpretation of the AICPA Attestation Standards (specifically AT 101), the use of XBRL has continued to evolve since these documents were released.

The PCAOB continues to be responsible for all audit and attest standards addressing information filed with the SEC for which assurance is required; the AICPA is responsible for standards that apply to nonpublic entities. The AICPA formed an XBRL Assurance Task Force under the direction of the Assurance Services Executive Committee, which has been identifying issues and proposing solutions for the PCAOB’s consideration. The AICPA has also issued Statement of Position 09-1, Performing Agreed-Upon Procedures Engagements That Address the Completeness, Accuracy or Consistency of XBRL-Tagged Data, which applies to engagements for both public and nonpublic entities.

Glossary of XBRL Terms XBRL/Interactive Data File Submissions — Frequently Asked Questions 33

Glossary of XBRL Terms

attribute — a property of an element (e.g., its name, balance, and data type).

block tagging — the process of applying a selected element to a block of text in a report (e.g., an entire footnote disclosure, a significant accounting policy, or a table).

calculation linkbase — a file containing calculation relationships between elements.

Central Index Key (CIK) — a unique, public number that is assigned to each entity that submits filings to the SEC. Use of the CIK allows the SEC to differentiate between filing entities with similar names.

context — the report specific information (e.g. company identifier and date/period) that, along with the tag, allows computer software to fully understand the tagged data in an interactive data file.

definition linkbase — a file used to define dimensional (i.e., tablular) relationships between elements.

extension taxonomy — a "taxonomy that allows users to add to a published taxonomy [by creating new elements or changing] element relationships and attributes . . . without altering the original" taxonomy. It will generally consist of a “schema” file and associated “linkbase” files.

identifier — an identifier for the business entity. For example, an SEC registrant might use the CIK code as its identifier.

IFRS taxonomy — a taxonomy developed by the IFRS Foundation (formerly the IASC Foundation) that includes concepts defined in IFRSs, as issued by the IASB, and the relationships between them.

instance document — an XML file that contains an entity’s reported information. It includes (1) the amounts reported by the company and the text of its disclosures, (2) tags that identify each amount and disclosure, and (3) the contextual information that allows computer software to fully understand this information.

label linkbase — a file used to associate human-readable labels with tags.

linkbase — a taxonomy file that defines relationships (1) between elements and (2) between elements and information about those elements. There are five common linkbase files: Presentation, Calculation, Definition (Dimensional), Label, and Reference.

mapping — the process of associating the appropriate tag (element) with an item in the financial statements, including the notes to the financial statements and financial statement schedules; or determining whether a new extension element should be created.

namespace — used in XML for providing uniquely named elements and attributes. For example, the distinct namespace assigned to the U.S. GAAP taxonomies allows applications to distinguish elements defined in the U.S. GAAP taxonomies from those defined in other taxonomies. Namespaces are identified by a URI-type reference.

presentation linkbase — a file that uses parent-child hierarchies to define the organizational relationships (order and nesting of elements).

reference linkbase — a file used to associate elements within a taxonomy with references to accounting, regulatory, and other authoritative literature.

relationships file — see linkbase.

rendered document — a view of an interactive data file in a human-readable layout (e.g., as displayed on a Web page).

34 XBRL/Interactive Data File Submissions — Frequently Asked Questions Glossary of XBRL Terms

schema — defines the structure and the content of the XBRL instance documents that refer to it by describing, in particular, elements and related attributes and providing information about their type and possible content.

scheme — a URL for referencing the naming authority framework for the identifier (see above). Not to be confused with schema. For example, if an SEC registrant uses its CIK code as the identifier, the scheme might reference the related listing of CIK codes.

tag (noun) — an XBRL tag, also known as an XBRL element, is a computer-readable identifier for a financial reporting term or concept (e.g., a line item on the face of the financial statements, an important narrative disclosure, or an item disclosed in a financial statement schedule).

tag (verb) — the process of associating tags and related contextual information with the financial data and other disclosure information reported by the company.

taxonomy — dictionary of computer-readable business reporting terms (i.e., tags or elements) in which each term is defined and assigned relationships to other terms.

U.S. GAAP taxonomies — a set of taxonomies for building instance documents for financial statements and financial statement schedules for entities that report using U.S. GAAP. The U.S. GAAP taxonomies are maintained by the FASB and are identified by a release date or version (e.g., “US GAAP Taxonomies, Release 2009” and “US GAAP Taxonomies 1.0”).

Uniform Resource Identifier (URI) — a string of characters used to identify or name a location on the Internet.

Uniform Resource Locator (URL) — a type of URI that specifies where an identified resource is available and the mechanism for retrieving it.

validate — the process of verifying that certain aspects of instance documents and taxonomies comply with XBRL specifications or other requirements.

Abbreviations XBRL/Interactive Data File Submissions — Frequently Asked Questions 35

Abbreviations

AICPA — American Institute of Certified Public Accountants

IASB — International Accounting Standards Board

IFRSs — International Financial Reporting Standards, as issued by the IASB

IFRS Foundation — International Financial Reporting Standards Foundation (formerly the International Accounting Standards Committee Foundation (IASCF))

PCAOB — Public Company Accounting Oversight Board

SEC — U.S. Securities and Exchange Commission

XBRL — eXtensible Business Reporting Language

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